22 Apr 2020 12:54
22 April 2020
Studio Retail Group plc
(the "Company")
Proposed Disposal of Findel Education - Update on CMA process
On 16 December 2019, the Company announced that it had entered into a conditional agreement for the sale ("Disposal") of Findel Education to the Council of the City of Wakefield, acting in its capacity as the lead authority of the joint committee known as the Yorkshire Purchasing Organisation ("YPO" or "Purchaser"), for a gross consideration of £50.0 million on a debt free, cash free basis. Completion of the Disposal is subject to, amongst other matters, shareholder approval and obtaining clearance for the Disposal from the UK Competition and Markets Authority ("CMA") ("CMA Clearance Condition"). Shareholders approved the Disposal at a General Meeting held on 15 January 2020.
In the circular which was sent to shareholders dated 20 December 2019 ("Circular"), the Company stated that it expected Completion to occur (subject to the Conditions being satisfied or waived) in April 2020. Since announcement of the Disposal, YPO and the Company have been working with the CMA in order to obtain clearance for the Disposal, however, in large part due to the COVID-19 crisis, both as to its impact on the CMA's resources and its impact on the CMA's ability to canvass views of third parties, such as customers, competitors and suppliers, the pre-notification stage has taken longer than originally anticipated at the time of publication of the Circular.
The Company welcomes today's announcement by the CMA that they have formally launched their Phase I review. Completion is now anticipated to occur (subject to the Conditions being satisfied or waived) in August 2020. This remains an estimated time for when Completion may occur and the actual date of Completion will be determined by when clearance is obtained.
A further announcement will be made on either satisfaction of the CMA Clearance Condition or if the Company anticipates a further delay to this timetable (including in circumstances where the CMA notifies the parties that it intends to refer the Disposal for Phase II merger review).
Completion of the Disposal remains conditional on, amongst other matters, obtaining clearance for the Disposal from the CMA by the Longstop Date (being 30 September 2020 or such other date as may be agreed by the Company and the Purchaser).
Terms used in this announcement shall have the same meaning as those used in the Circular.
Enquiries:
Studio Retail Group plc
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
Tulchan CommunicationsWill Smith020 7353 4200
Stifel Nicolaus Europe Limited (Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to Studio Retail Group plc)
Francis North
Matthew Blawat
020 7710 7600
Nplus1 Singer Advisory LLP (Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to Studio Retail Group plc)
Mark Taylor
Peter Steel
Alex Bond
020 7496 3000
Information regarding forward-looking statements
This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Group's control.
Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Studio Retail Group's operations; and (iii) the effects of United Kingdom and global economic conditions on the Studio Retail Group's business.
Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Studio Retail Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the Studio Retail Group to differ materially from the expectations of the Company include, amongst other things, general business, economic and political conditions in the United Kingdom and globally, industry trends, competition, changes in government and other regulation and policy, including in relation to the environment, health and safety, taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, the outcome of any litigation, the impact of any acquisitions or similar transactions, IT system and technology failures, political and economic uncertainty and other factors. Such forward-looking statements should therefore be construed in light of such factors.
Neither Studio Retail Group plc nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement.
Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation), Studio Retail Group plc is not under any obligation and Studio Retail Group plc expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.